Financial Analysis

Commitments and Contingencies We may be subject to legal proceedings, claims, asserted or unasserted, and litigation arising in the ordinary course of business. We do not, however, currently expect that the ultimate costs to resolve any pending matter will have a material effect on our consolidated financial position, results of operations, or cash flows.

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Debt Debt instruments consist primarily of term notes, revolving lines of credit, and a Receivables Facility as follows (in thousands): June 30, 2026 December 31, 2025 First lien term loan facility outstanding debt $ 1,374,149 $ 1,401,246 Receivables facility outstanding debt 100,000 80,000 Total outstanding debt 1,474,149 1,481,246 Unamortized debt issuance costs (7,408) (8,343) Current portion of long-term debt (14,194) (14,194) Total long-term debt, net $ 1,452,547 $ 1,458,709 The maturity of long-term principal payments (excluding debt discount) at June 30, 2026 is as follows (in thousands): 2026 $ 7,097 2027 14,194 2028 14,194 2029 1,438,664 $ 1,474,149 As of June 30, 2026 and December 31, 2025, there is no outstanding balance on our Revolving Credit Facility. The interest rate under the Revolving Credit Facility is 1.50% per annum above the SOFR rate with a minimum base of 0.00%. The SOFR is adjusted each thirty-day period to the thirty-day SOFR rate. At June 30, 2026, the effective interest rate for the Revolving Credit Facility is 5.15%. On February 23, 2026, we utilized the funds from the most recent amendment on our Receivables Facility (see Note 11) to repay $20.0 million on our First Lien Credit Facility (February 2026 First Lien Paydown). As part of the February 2026 First Lien Paydown, we recorded a loss on extinguishment of $0.1 million for the three months ended March 31, 2026. The interest rate under the amended First Lien Credit Facility is 2.00% per annum a …

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The following table presents revenues disaggregated by revenue type, solution type and the timing of revenue recognition (in thousands): Three months ended June 30, 2026 2025 Recognition Solution type Solution type Patient Provider Total Patient Provider Total Subscription revenue Over time $ 3,487 $ 172,800 $ 176,287 $ 3,381 $ 127,727 $ 131,108 Volume-based revenue Over time 84,087 58,062 142,149 78,168 60,122 138,290 Implementation services and other revenue Various 296 942 1,238 421 835 1,256 Total revenues $ 87,870 $ 231,804 $ 319,674 $ 81,970 $ 188,684 $ 270,654 Six months ended June 30, 2026 2025 Recognition Solution type Solution type Patient Provider Total Patient Provider Total Subscription revenue Over time $ 6,893 $ 341,564 $ 348,457 $ 6,572 $ 249,577 $ 256,149 Volume-based revenue Over time 162,977 118,633 281,610 $ 153,878 $ 114,330 $ 268,208 Implementation services and other revenue Various 1,612 1,869 3,481 $ 1,100 $ 1,632 $ 2,732 Total revenues $ 171,482 $ 462,066 $ 633,548 $ 161,550 $ 365,539 $ 527,089

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Stock-based Compensation Equity incentive plans On October 22, 2019, the Board of Directors approved the Waystar Holding Corp. 2019 Stock Incentive Plan (2019 Waystar Holding Plan). Under this plan, we can issue up to 9.9 million options or other equity awards. The granted awards contain service criteria, performance criteria, market conditions, or a combination thereof for vesting and have a 10-year contractual term. Options with a service condition generally vest over 5 years with 20% vesting in equal vesting installments. Options with a performance condition and a market condition vest based upon a change in control, initial public offering, or a sponsor distribution or deemed return if the investors have achieved specified levels of return on investment. In addition, as part of a change in control in 2019, 2.1 million fully vested rollover options remain outstanding. The Board of Directors approved the Waystar Holding Corp. 2024 Equity Incentive Plan (the 2024 Equity Incentive Plan), effective as of June 6, 2024, the date of pricing of our IPO. Under this plan, we can issue non-qualified stock options, incentive stock options, stock appreciation rights, restricted shares of our Common Stock, restricted stock units, performance-based stock units, and other equity-based awards tied to the value of our shares. Under this plan, we can issue up to 10 million options and other equity awards, subject to annual increases as outlined under the plan. The number of shares available …

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Fair Value Measurements and Disclosures The following table presents the fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis (in thousands): Balance Sheet Classification Carrying Value Level 1 Level 2 Level 3 June 30, 2026 Available-for-sale fixed-maturity securities Commercial paper Investment securities $ 84,108 $ $ 84,108 $ Corporate notes Investment securities $ 10,126 $ $ 10,126 $ U.S. treasury bills Investment securities $ 23,544 $ $ 23,544 $ U.S. government agencies Investment securities $ 61,176 $ $ 61,176 $ Money market funds Cash and cash equivalents $ 3,015 $ 3,015 $ $ Other financial assets: Interest rate swaps Other current assets $ 1,909 $ $ 1,909 $ December 31, 2025 Available-for-sale fixed-maturity securities Commercial paper Investment securities $ 12,435 $ $ 12,435 $ U.S. treasury bills Investment securities $ 7,460 $ $ 7,460 $ U.S. government agencies Investment securities $ 4,982 $ $ 4,982 $ Money market funds Cash and cash equivalents $ 25,292 $ 25,292 $ $ Other financial assets: Interest rate cap Other current assets $ 274 $ $ 274 $ Other financial liabilities: Interest rate swaps Other accrued expenses $ 621 $ $ 621 $ Interest rate swaps Other long-term liabilities $ 414 $ $ 414 $ The fair values of our interest rate swaps and cap are based on the sum of all future net present value cash flows. The future cash flows are derived based on the terms of our interest rate swaps and cap, as well as considering …

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Goodwill and Other Intangible Assets Goodwill has a balance of $4.0 billion as of both June 30, 2026 and December 31, 2025. During the six months ended June 30, 2026, there was a $2.0 million reduction to goodwill due to a measurement period adjustment related to the prior year acquisition of Iodine. The measurement period adjustment was related to finalizing closing working capital as outlined within the Merger Agreement. There were no other additions, disposals or impairments to goodwill during the three and six months ended June 30, 2026. Amortization for definite-lived intangible assets is as follows (in thousands, except useful life): Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted- Average Remaining Useful Life As of June 30, 2026 Customer relationships $ 1,720,000 $ (595,158) $ 1,124,842 11.6 Purchased developed technology 119,800 (37,185) 82,615 4.1 Tradenames and trademarks 45,100 (28,666) 16,434 2.9 Total $ 1,884,900 $ (661,009) $ 1,223,891 As of December 31, 2025 Customer relationships $ 1,720,000 $ (539,645) $ 1,180,355 12.0 Purchased developed technology 119,800 (27,045) 92,755 4.6 Tradenames and trademarks 45,100 (25,371) 19,729 3.3 Total $ 1,884,900 $ (592,061) $ 1,292,839 Amortization expense was $34.5 million and $28.1 million for the three months ended June 30, 2026 and 2025, respectively. Amortization expense was $68.9 million and $56.2 million for the six months ended June 30, 2026 and 2025, respectively.

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Income Taxes We recognized income tax expense of $15.5 million and $14.4 million for the three months ended June 30, 2026 and 2025, respectively, based on the year-to-date pre-tax income. We recognized income tax expense of $32.1 million and $31.4 million for the six months ended June 30, 2026 and 2025, respectively, based on the year-to-date pre-tax income. Our effective income tax rate was 27.5% and 30.9% for the three months ended June 30, 2026 and 2025, respectively. Our effective income tax rate was 27.6% and 33.9% for the six months ended June 30, 2026 and 2025, respectively. Differences in the effective tax rate and statutory federal income tax rate of 21% are primarily driven by the impact of certain limitations on the deductibility of stock-based compensation recognized for financial reporting purposes as well as state income taxes and research and development credits claimed.

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Leases The following table presents components of lease expense for the three and six months ended June 30, 2026 and 2025, (in thousands): Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Finance lease cost Interest on lease liabilities $ $ 177 $ $ 177 Operating lease cost 1,171 1,132 2,491 2,271 Variable lease cost 29 111 164 1,266 Short-term lease 384 197 606 214 Total lease cost $ 1,584 $ 1,617 $ 3,261 $ 3,928 Maturities of lease liabilities as of June 30, 2026 are as follows (in thousands): Operating Leases 2026 $ 3,334 2027 4,584 2028 4,270 2029 2,849 2030 1,283 Thereafter Total future minimum lease payments 16,320 Less: Interest 1,340 Total $ 14,980 Supplemental cash flow information related to leases for the three and six months ended June 30, 2026 and 2025 are as follows (in thousands): Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 1,674 $ 1,615 $ 3,461 $ 3,229 Financing cash flows for financing leases 535 935 Supplemental balance sheet information related to leases as of June 30, 2026 and December 31, 2025 are as follows: June 30, 2026 December 31, 2025 Weighted average remaining lease term (years): Operating leases 3.2 3.5 Weighted average discount rate: Operating leases 5.1 5.0 …

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Recently Issued Accounting Pronouncements Not Yet Adopted In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Disaggregation of Income Statement Expenses. The standard is intended to benefit investors by providing more detailed information about expenses that is critically important in understanding an entitys performance, assessing an entitys prospects for future cash flows, and comparing an entitys performance over time and with that of other entities. For public business entities, this ASU will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this ASU should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the effect of the adoption of this amendment on our consolidated financial statements. In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software to modernize the accounting guidance for the costs to develop software for internal use. The new guidance amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming …

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Related Party Transactions At June 30, 2026 and December 31, 2025, we had $77.0 million and $64.8 million, respectively, of outstanding debt as part of the First Lien Credit Facility from Bain Affiliated Funds and CPPIB Credit Investments III Inc., affiliates of Bain Capital LP and Canada Pension Plan Investment Board (Affiliated Debtholders). Interest expense associated with and paid to Affiliated Debtholders was $1.0 million and $0.9 million for the three months ended June 30, 2026 and 2025, respectively, and $1.9 million and $1.6 million for the six months ended June 30, 2026 and 2025, respectively. Bain has an ownership interest in us and a significant interest in some clients for whom we provide software solutions. For the three months ended June 30, 2026 and 2025, we earned revenue of $0.8 million from four clients and $0.6 million from five clients, respectively. For the six months ended June 30, 2026 and 2025, we earned revenue of $1.5 million from four clients and $1.2 million from five clients, respectively. They also have an ownership interest in us and a significant interest in some vendors that provide us with software solutions. For the three months ended June 30, 2026 and 2025, we expensed $0.6 million and $0.6 million, respectively, for software services from these vendors in cost of revenue expense. For the six months ended June 30, 2026 and 2025, we expensed $1.4 million from three vendors and $1.2 million from two vendors, respectively, for software service …

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Revenue Recognition Disaggregation of Revenue During the current period, we expanded our disaggregation of revenue to include disclosures by solution type to provide readers with additional information on the nature and amounts of our revenue. We have updated to reflect this change for the prior periods to be comparable with the classification for the three and six months ended June 30, 2026. These changes had no effect on previously reported revenue. The following table presents revenues disaggregated by revenue type, solution type and the timing of revenue recognition (in thousands): Three months ended June 30, 2026 2025 Recognition Solution type Solution type Patient Provider Total Patient Provider Total Subscription revenue Over time $ 3,487 $ 172,800 $ 176,287 $ 3,381 $ 127,727 $ 131,108 Volume-based revenue Over time 84,087 58,062 142,149 78,168 60,122 138,290 Implementation services and other revenue Various 296 942 1,238 421 835 1,256 Total revenues $ 87,870 $ 231,804 $ 319,674 $ 81,970 $ 188,684 $ 270,654 Six months ended June 30, 2026 2025 Recognition Solution type Solution type Patient Provider Total Patient Provider Total Subscription revenue Over time $ 6,893 $ 341,564 $ 348,457 $ 6,572 $ 249,577 $ 256,149 Volume-based revenue Over time 162,977 118,633 281,610 $ 153,878 $ 114,330 $ 268,208 Implementation services and other revenue Various 1,612 1,869 3,481 $ 1,100 $ 1,632 $ 2,732 Total revenues $ 171,482 $ 462,066 $ 633,548 $ 161,550 $ 365,539 $ 527,089 Contract …

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Segments Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. We have one business activity and there are no segment managers who are held accountable for operations, operating results and plans for products or components below the consolidated unit level. The geographical location of our customers has no impact on strategy or products offered. The chief operating decision maker, or CODM, assesses performance and allocates resources using a consolidated profitability metric as discussed below. Accordingly, we have determined that we operate in a single reportable operating segment. Our CODM is our Chief Executive Officer. On a monthly basis, our CODM reviews the following financial information presented on a consolidated basis. The key profitability metric used for purposes of making key personnel staffing decisions, approving operating budgets and forecasts, and making strategy decisions is Net Income as detailed below. See Note 3 for our disaggregated revenue by type. Three months ended June 30, Six months ended June 30, ($ in thousands) 2026 2025 2026 2025 Total Revenue $ 319,674 $ 270,654 $ 633,548 $ 527,089 Less: Materials and connectivity 67,324 62,271 134,445 122,724 Labor and associated expenses 30,362 24,773 60,276 47,665 Research and development 17,723 12,622 36,091 23,700 Sales and marketin …

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Summary of Significant Accounting Policies Basis of Financial Statement Presentation The financial statements include the unaudited condensed consolidated balance sheets, statements of operations, statements of comprehensive income, statements of changes in stockholders equity, and statements of cash flows of Waystar and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The accompanying unaudited condensed consolidated financial statements and notes have been prepared in accordance with GAAP and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of our financial position, results of operations, changes in stockholders equity and cash flows. The results of operations for the six months ended June 30, 2026 are not necessarily indicative of the results for the full year or the results for any future periods. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2025 in the Annual Report on Form 10-K for the year ended Decem …

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"Common and Preferred Stock In connection with our initial public offering (""IPO""), our amended and restated certificate of incorporation became effective on June 10, 2024, which authorizes the issuance of 2,500,000,000 shares of common stock, par value $0.01 per share, and 100,000,000 shares of preferred stock, par value $0.01 per share. The shares of preferred stock have rights and preferences, including voting rights, designated from time to time by the Board of Directors. In connection with the amendment and restatement of our certificate of incorporation effective on the IPO date, the Class A common stock shares were automatically reclassified as, and became, one share of common stock. There were 192,583,037 and 191,587,193 common stock shares issued as of June 30, 2026 and December 31, 2025, respectively. There were 191,923,976 and 191,587,193 common stock shares outstanding as of June 30, 2026 and December 31, 2025, respectively. Stock Repurchase Plan On May 19, 2026, we announced that our Board of Directors authorized a stock repurchase plan pursuant to which we may repurchase up to $200 million of its outstanding common stock. Under the plan, we may repurchase shares from time to time through open market purchases, privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the ""Exchange Act""), in accordance with applicable securities …

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Subsequent EventsOn July 27, 2026, the Compensation Committee, a sub-committee of our Board of Directors approved an amendment to the outstanding option awards granted under the 2019 Stock Incentive Plan. All options under the 2019 Stock Incentive Plan will continue to vest according to their terms. Any such options that remain outstanding and have not otherwise vested by April 1, 2027 will vest at that time. Due to the timing of the modification, the accounting conclusions related to the modification have not yet been finalized.

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